Notice of AGM

TCS GROUP HOLDING PLC

Notice of Annual General Meeting

Moscow, Russia - 12 May 2014. TCS Group Holding PLC (TCS LI) (the "Group" or the "Company"), Russia's leading provider of online retail financial services,including "Tinkoff Credit Systems" Bank ("TCS Bank") and Tinkoff Online Insurance, today announces that its Annual General Meeting of Shareholders ("AGM") will take place on 6 June 2014 at 13:30 at TCS Group Holding PLC's registered office at Kanika International Business Center, 6th floor, Profiti Ilia No 4 Germasogeia, 4046 Limassol, Cyprus.

The AGM agenda includes:

· Re-appointment of PricewaterhouseCoopers Limited, Cyprus as Auditors of the Company and authorisation of the Board of Directors to determine their remuneration in accordance with their terms of engagement;

· Receipt and consideration of the Annual Report;

· Re-election of Mr. Martin Robert Cocker as a director of the Company;

· Re-election of Mr. Philippe Delpal as a director of the Company;

· Approval of remuneration of the members of the Board of Directors;

· Granting of authority to the Board of Directors to allot, issue and otherwise dispose of to Altruco Trustees Limited (a) 1,449,750 class A shares of nominal value US$ 0.04 each as trustee of the ESOP and (b) 1,430,695 class A shares of nominal value US$ 0.04 each as trustee of the Equity LTIP;

· Granting of authority to the Board of Directors to buy back any class A shares or interests in class A shares including global depository receipts in the Company;

· Re-affirmation of the authority of the Board of Directors to amend the terms of and entitlements under the ESOP.

The record date for the AGM is 5 June 2014.

The Notice of AGM, Form of Proxy and 2013 Annual Report are available on the Group's website at https://www.tcsbank.ru/eng.

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About the Group

TCS Group Holding PLC is an innovative provider of online retail financial services operating in Russia through a high-tech branchless platform. In order to support its branchless platform, the Group has also developed a "smart courier" network covering almost 600 cities and towns in Russia which allows next day delivery to many customers.

Since its launch in 2007 by Mr. Oleg Tinkov, one of the best known Russian entrepreneurs with a long track record of creating successful businesses, the Group has grown into a leader in the Russian credit card market, with the third largest credit card loan portfolio and a market share of 7.5% based on non-delinquent receivables (according to Central Bank of Russia (CBR) data, as of 1 January 2014). As of March 2014, the Group has issued 4.1 mln cards.

In addition to a market-leading credit card offering, the Group has developed a successful online retail deposits programme. The Group's other innovative lines of business include Tinkoff Online Insurance, which enables the Group to underwrite and sell its own innovative online insurance products, and Tinkoff Mobile Wallet, mobile payment solutions and financial services for Russian consumers.

As of 31 December 2013, the Group's total assets amounted to USD 3 bn, net loans and advances to customers stood at USD 2.3 bn and customer accounts (deposits) amounted to USD 1.3 bn. In 2013, the Group generated a net profit of USD 181 mln and net interest income of USD 843 mln. The Group is well capitalised with its total capital ratio and Tier 1 capital ratio of 25.03% and 19.85%, respectively, in accordance with Basel III methodology.